FINAL DISCLOSURE SUPPLEMENT Dated December 20, 2013 To the Disclosure Statement dated January 30, 2013 Union Bank, N.A. Market-Linked Certificates of Deposit, due December 26, 2018 (MLCD No. 329) Quarterly Capped Return Linked to the S&P 500 Index Set forth below are the terms and conditions of the above specified Union Bank, N.A. (the Bank ) Quarterly Capped Return Market-Linked Certificates of Deposit (the MLCDs ). You should carefully review this Disclosure Supplement (the Supplement ), as well as the attached Disclosure Statement, before deciding if an investment in an MLCD is appropriate for you. In the event of any inconsistency between the Disclosure Statement and this Supplement, the terms of the Supplement will control. In general, the MLCDs are designed for investors who seek return of principal along with participation in the potential quarterly appreciation of the Investment Benchmark, subject to a cap as described below, and who are prepared to hold the MLCD until the Maturity Date. All capitalized terms used but not defined herein have the meanings set forth in the Disclosure Statement. MLCD Description Each MLCD is a certificate of deposit that offers a potential return based on the performance of the S&P 500 Index (the Investment Benchmark ), subject to a cap as described below. This return is therefore not a fixed coupon and no Periodic Interest Payments will be made on the MLCDs Return Potential: The interest payment to the depositor is equal to the greater of (i) the sum of the Quarterly Percentage Changes (as defined below) of the Investment Benchmark over the term of the MLCDs, subject to a cap each quarter, multiplied by the outstanding Deposit Amount on the Maturity Date or (ii) the Minimum Indexed Interest Amount (as defined below). The return potential of the MLCDs is subject to a cap on each Quarterly Percentage Change and, as a result, on the aggregate return on the MLCDs (as described below). Investors should be willing to forgo the return potential above the Maximum Indexed Interest Amount in exchange for return of principal and FDIC insurance as described below. Return of Principal: At maturity, you will receive repayment of your Deposit Amount and an amount no less than the Minimum Indexed Interest Amount, regardless of the performance of the Investment Benchmark. Investors who redeem all or a portion of their MLCD early may lose a portion of their Deposit Amount. FDIC Insurance: The MLCDs are deposit obligations of the Bank and are therefore eligible for FDIC coverage up to applicable limits set by federal law and regulation. The FDIC insures all deposits maintained by a depositor in the same ownership capacity (i.e., individual or joint) at the same insured depository institution up to an aggregate amount of $250,000. Further, with respect to the MLCDs, the FDIC insurance covers only the Deposit Amount and does not include any Indexed Interest Amount, Minimum Indexed Interest Amount or secondary market premium. You are responsible for determining and monitoring the FDIC insurance coverage limit available to you in purchasing any MLCD. The Bank has no obligation to monitor the FDIC insurance coverage that is available to you. IRA Eligible: MLCDs are eligible investments for individual retirement accounts ( IRAs ). Risks and Considerations Purchasing an MLCD involves a number of risks, including risks not typically associated with fixed-rate or floating-rate certificates of deposit or debt instruments. The Bank recommends that prospective investors carefully consider, together with their financial, legal, accounting, tax and other advisors, those risks in determining the suitability of an MLCD in light of their financial circumstances. Please refer to the accompanying Disclosure Statement for a more detailed discussion of these risks which include, but are not limited to: You are not guaranteed the return of the Deposit Amount if your MLCD is not held to maturity. In addition, if you choose to exercise the Early Redemption feature, you are not guaranteed the return of the Deposit Amount. If you hold more in deposits with the Bank than applicable FDIC insurance limits (including the MLCDs you purchase), you will not receive the benefit of FDIC insurance for any balance in excess of that amount. In this instance, the return of principal is subject to the credit risk of the Bank. Neither the Bank nor any Offering Broker is required to, nor does the Bank or any of its affiliates intend to, make a secondary market in the MLCDs. There is no assurance that a secondary market will develop. Funds needed prior to maturity should not be invested in MLCDs. The MLCDs may yield a return that is less than that of a traditional certificate of deposit or debt instrument of a comparable maturity. Interest on the MLCDs will be subject to annual income taxes based upon a comparable yield for the issuance, even though no payments will be made on the MLCDs until the Maturity Date, absent early redemption. You may incur a tax liability without any offsetting income from the MLCDs. See United States Federal Income Tax Considerations herein and in the Disclosure Statement. The Indexed Interest Amount (as defined below) may not reflect the full upside performance of the Investment Benchmark, and the performance of the Investment Benchmark may result in the investor receiving only the Minimum Indexed Interest Amount at maturity. Negative Quarterly Percentage Changes (as described below) may eliminate any positive capped Quarterly Percentage Changes, reducing the return to the investor to the Minimum Indexed Interest Amount at maturity even if the value of the S&P 500 Index increases from the Pricing Date (as defined below) to the maturity of the MLCD. Although the return on the MLCD is linked to the performance of the Investment Benchmark, you will not have any rights in or to the shares, currencies or commodities, as the case may be, comprising or referenced in the Investment Benchmark, including, where applicable, beneficial ownership rights such as dividends, distributions or voting. The MLCDs are made available through UnionBanc Investment Services, LLC ( UBIS ), a subsidiary of the Bank, and/or other Offering Brokers. The MLCDs are time deposit obligations of the Bank, a national banking association, and are not obligations of UnionBanCal Corporation, the Offering Brokers, or any other company affiliated with the Bank. None of UnionBanCal Corporation, UBIS or any other affiliate of the Bank guarantees the financial condition of the Bank. 1 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Key Terms Issuer... Investment Benchmark... Currency... Minimum Deposit Amount... Union Bank, N.A. S&P 500 Index (ticker: SPX). USD. $1,000 principal amount (except that each Offering Broker may, in its discretion, impose a higher minimum deposit amount with respect to the MLCD sales to its customers) and multiples of $1,000 principal amount in excess of such amount. Pricing Date... December 20, 2013. Issue Date (Settlement Date)... December 26, 2013. Maturity Date... December 26, 2018. Payment at Maturity... The amount payable on each MLCD on the Maturity Date will be the Deposit Amount plus the greater of (i) the Indexed Interest Amount or (ii) the Minimum Indexed Interest Amount. Indexed Interest Amount... The sum of the 20 Quarterly Percentage Changes (as defined below), multiplied by the outstanding Deposit Amount on the Maturity Date. There is no limit, or floor, on the extent of any negative Quarterly Percentage Change used to calculate the Indexed Interest Amount. However, positive Quarterly Percentage Changes will be subject to the quarterly cap as defined below. As a result, one, or a limited number of, negative Quarterly Percentage Changes could eliminate all positive Quarterly Percentage Changes, in which case, you would receive only the return of your Deposit Amount and the Minimum Indexed Interest Amount at maturity. As a result of the quarterly cap, the Indexed Interest Amount will never be more than the Maximum Indexed Interest Amount (as defined below). Quarterly Percentage Change... The Quarterly Percentage Change for each quarter will equal the lesser of: (i) the (Final Quarterly Value Initial Quarterly Value) Initial Quarterly Index Value, and (ii) the 4.50% quarterly cap. Initial Quarterly Value... For the first quarter, 1818.32, the Closing Value (defined below) of the Investment Benchmark on the Pricing Date and for each quarter thereafter, the Final Quarterly Value for the immediately preceding quarter. Final Quarterly Value... For each quarter, the Closing Value (defined below) of the Investment Benchmark on the 20th of each March, June, September and December beginning March 2014 through and including September 2018 and December 20, 2018 (the Final Observation Date and each such date, an Observation Date. ) Changes in the value of the Investment Benchmark from the Final Observation Date to the Maturity Date will not affect the Indexed Interest Amount or the return on the MLCD. Closing Value... The value of the Investment Benchmark as of the close of trading on the Relevant Exchange on the related Scheduled Trading Day. If any Observation Date is not a Scheduled Trading Day, the Closing Value will be determined on the immediately succeeding Scheduled Trading Day. 2 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Annual Percentage Yield ( APY )... Minimum Indexed Interest Amount... Maximum Indexed Interest Amount... Periodic Interest Payments.. Call Feature... Early Redemption Dates... 0.98% (if the Investment Benchmark remains the same throughout the term, so that only the Deposit Amount and the Minimum Indexed Interest Amount are payable on the MLCDs). The Bank uses the daily balance method to calculate interest on the MLCD. The method applies a daily periodic rate to the Deposit Amount each day. APYs assume that the MLCDs were purchased in the original offering and are calculated on the basis of a 365-day year. 5.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 0.98% APY. 90.00% (the sum of the 20 Quarterly Percentage Changes each of which are subject to the quarterly cap of 4.50%) multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 13.69% APY. None. None. The 15th of each March, June, September, and December, beginning December 15, 2014. The amount you receive upon an early redemption (the Early Redemption Amount ) is described in the section of the Disclosure Statement entitled General Description of the MLCDs - Early Redemption and Early Redemption Penalty." Upon an Early Redemption, the amount that you may receive for your MLCD may be less than if held to maturity and will be impacted by the factors described under "Risk Factors The Price at Which You May Sell the MLCDs Prior to Maturity May Be Substantially Less Than Your Deposit Amount and Fees and Hedging in the Disclosure Statement. Survivor s Option... Upon the death or adjudication of incompetence of the beneficial owner of the MLCD, the estate will be entitled to the return of the full Deposit Amount. The estate will not be entitled to additional payments associated with the performance of the Investment Benchmark or any secondary market premiums that may have been paid. Survivor s Option Payment Dates... The 10 th of each month, beginning February 10, 2014. Calculation Agent... Scheduled Trading Day... CUSIP... Placement Fee... Union Bank, N.A. Any day on which all of the Relevant Exchanges and Related Exchanges are scheduled to be open for trading for each security then included in the Investment Benchmark. 90521AQC5 The MLCDs will be distributed through Participating Brokers. Participating Brokers will receive a Placement Fee from the Bank of up to 2.50% of the aggregate Deposit Amount of the MLCDs sold. 3 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Illustrative Examples The following examples are provided for illustration purposes only and are hypothetical. They are not representative of every possible scenario concerning possible Quarterly Percentage Changes of the Investment Benchmark. The Bank cannot predict the Closing Value of the Investment Benchmark on any Scheduled Trading Day. The assumptions the Bank has made in connection with the illustrations set forth below may not reflect actual events. The hypothetical Final Quarterly Index Values of the Investment Benchmark for each Observation Date used in the illustrations below may not be the actual Final Quarterly Index Values of the Investment Benchmark for each such Observation Date. You should not take these examples as an indication or assurance of the expected performance of the Investment Benchmark or rate of return on the MLCD. The following examples indicate how and whether the Indexed Interest Amount would be calculated and paid with respect to a hypothetical $1,000 Deposit Amount in the MLCDs. These examples assume that there is no early redemption, that the MLCDs are held to maturity, and the following: Quarterly Percentage Change: Indexed Interest Amount: Maximum Indexed Interest Amount: Minimum Indexed Interest Amount Payment at Maturity: The lesser of: (i) the (Final Quarterly Value Initial Quarterly Value) Initial Quarterly Value, and (ii) the 4.50% quarterly cap. The sum of the 20 Quarterly Percentage Changes of the Investment Benchmark multiplied by the outstanding Deposit Amount on the Maturity Date. 90.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 13.69% APY. 5.00% multiplied by the outstanding Deposit Amount on the Maturity Date. This equates to a 0.98% APY. The Deposit Amount plus the greater of (i) the Indexed Interest Amount or (ii) the Minimum Indexed Interest Amount. 4 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Example 1: Investment Benchmark Increases by 30% in two different Scenarios, but Payment at Maturity Varies Observation Dates Initial Quarterly Value Final Quarterly Value Quarterly % Changes * Initial Quarterly Value Final Quarterly Value Quarterly % Changes * 20-Mar-14 1818.32 1730.31-4.84% 1818.32 1662.49-8.57% 20-Jun-14 1730.31 1625.11-6.08% 1662.49 1615.61-2.82% 22-Sep-14 1625.11 1659.73 2.13% 1615.61 1540.00-4.68% 22-Dec-14 1659.73 1734.41 4.50% * 1540.00 1375.06-10.71% 20-Mar-15 1734.41 1734.41 0.00% 1375.06 1366.81-0.60% 22-Jun-15 1734.41 1779.86 2.62% 1366.81 1314.74-3.81% 21-Sep-15 1779.86 1777.72-0.12% 1314.74 1339.59 1.89% 21-Dec-15 1777.72 1759.05-1.05% 1339.59 1325.92-1.02% 21-Mar-16 1759.05 1760.64 0.09% 1325.92 1325.92 0.00% 20-Jun-16 1760.64 1805.53 2.55% 1325.92 1342.50 1.25% 20-Sep-16 1805.53 1867.64 3.44% 1342.50 1342.50 0.00% 20-Dec-16 1867.64 1827.12-2.17% 1342.50 1436.47 4.50% * 20-Mar-17 1827.12 1862.20 1.92% 1436.47 1436.47 0.00% 20-Jun-17 1862.20 1897.39 1.89% 1436.47 1548.52 4.50% * 20-Sep-17 1897.39 1934.39 1.95% 1548.52 1522.19-1.70% 20-Dec-17 1934.39 2044.65 4.50% * 1522.19 1742.91 4.50% * 20-Mar-18 2044.65 2203.11 4.50% * 1742.91 2014.80 4.50% * 20-Jun-18 2203.11 2086.13-5.31% 2014.80 2108.49 4.50% * 20-Sep-18 2086.13 2207.12 4.50% * 2108.49 2269.79 4.50% * 20-Dec-18 2207.12 2363.82 4.50% * 2269.79 2363.82 4.14% Sum of the Quarterly Percentage Changes Quarterly Cap * Indexed Interest Amount Scenario A $195.20 Scenario B 19.52% 0.37% 4.50% 4.50% Payment at Maturity $1,195.20 $1,050.00 APY 3.63% 0.98% *Quarterly Percentage Changes for these Observation Dates have been reduced to reflect the quarterly cap of 4.50%. Although the Quarterly Percentage Change is capped at 4.50%, the Final Quarterly Value for that quarter is the Initial Quarterly Value for the immediately succeeding quarter regardless of the application of the quarterly cap. $3.72 Minimum Indexed Interest Amount $50.00 $50.00 Maximum Indexed Interest Amount $900.00 $900.00 2600 2400 2200 2000 1800 1600 1400 1200 1000 Quarterly Capped Return Scenario A Scenario B In Example 1, we assume that the Investment Benchmark increases by 30% from the Closing Value on the Pricing Date to the Final Observation Date for each hypothetical scenario. However, the Payment at Maturity in Scenario A of $1,195.20 exceeds the Payment at Maturity in Scenario B of $1,050.00. Example 1 illustrates that even though the appreciation of the Investment Benchmark from the Pricing Date to the Final Observation Date is the same in both scenarios, the Payments at Maturity differ because (a) the Indexed Interest Amount and Payment at Maturity depends on the Quarterly Percentage Changes and the values of the Investment Benchmark on certain Observation Dates during the term of the MLCD, rather than on the appreciation of the Investment Benchmark from the Pricing Date to the Final Observation Date; (b) the Quarterly Percentage Changes are subject to a 4.50% quarterly cap; and (c) negative Quarterly Percentage Changes are used in determing the Indexed Interest Amount. 5 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Example 2: Investment Benchmark Increases in Value but Minimum Indexed Interest Amount Still Applies Observation Dates Initial Quarterly Value Scenario C Final Quarterly Value Quarterly % Changes * 20-Mar-14 1818.32 1040.99-42.75% 20-Jun-14 1040.99 991.23-4.78% 22-Sep-14 991.23 998.27 0.71% 22-Dec-14 998.27 1032.61 3.44% 20-Mar-15 1032.61 1290.76 4.00% 22-Jun-15 1290.76 1238.48-4.05% 21-Sep-15 1238.48 1247.40 0.72% 21-Dec-15 1247.40 1559.25 4.00% 21-Mar-16 1559.25 1611.17 3.33% 20-Jun-16 1611.17 1593.13-1.12% 20-Sep-16 1593.13 1592.17-0.06% 20-Dec-16 1592.17 1623.06 1.94% 20-Mar-17 1623.06 1656.98 2.09% 20-Jun-17 1656.98 1731.88 4.50% * 20-Sep-17 1731.88 1810.16 4.50% * 20-Dec-17 1810.16 1892.70 4.50% * 20-Mar-18 1892.70 1978.35 4.50% * 20-Jun-18 1978.35 2129.89 4.50% * 20-Sep-18 2129.89 2247.67 4.50% * 20-Dec-18 2247.67 2272.90 1.12% Sum of the Quarterly Percentage Changes -4.41% Quarterly Cap * 4.50% Indexed Interest Amount Minimum Indexed Interest Amount ($44.08) $50.00 Maximum Indexed Interest Amount $900.00 Payment at Maturity $1,050.00 APY 0.98% In Example 2, the Payment at Maturity is equal to $1,050.00 or the Deposit Amount of $1,000 plus the Minimum Indexed Interest Amount of $50.00. The Minimum Indexed Interest Amount is payable even though the Investment Benchmark appreciated by more than 5.00% from the Pricing Date to the Final Observation Date. Example 2 illustrates that the Indexed Interest Amount may be negative or less than the Minimum Indexed Interest Amount even if the Investment Benchmark appreciates from the Pricing Date to the Final Observation Date because (a) the Indexed Interest Amount and Payment at Maturity depends on the Quarterly Percentage Changes and the values of the Investment Benchmark on certain Observation Dates during the term of the MLCD, rather than on the appreciation of the Investment Benchmark from the Pricing Date to the Final Observation Date; (b) the Quarterly Percentage Changes are subject to a 4.50% quarterly cap; and (c) negative Quarterly Percentage Changes are used in determining the Indexed Interest Amount. The likelihood that on the Maturity Date you will receive only the return of your Deposit Amount and the Minimum Indexed Interest Amount increases as the number of negative Quarterly Percentage Changes increases. You may receive only your Deposit Amount and the Minimum Indexed Interest Amount even if the value of the S&P 500 Index increases, resulting in a Closing Value on the Final Observation Date that exceeds the Closing Value on the Pricing Date. In fact, if the S&P 500 Index declines in any single quarter resulting in a negative Quarterly Percentage Change that equals or exceeds -80.50% in these hypothetical examples, you would receive only the Minimum Indexed Interest Amount on the Maturity Date, regardless of the amount of the increases in the S&P 500 Index on subsequent Observation Dates. In that case, at maturity, you would receive only the Deposit Amount of the MLCDs plus the Minimum Indexed Interest Amount at maturity, or $1,050.00 in this example. *Quarterly Percentage Changes for these Observation Dates have been reduced to reflect the quarterly cap of 4.50%. Although the Quarterly Percentage Change is capped at 4.50%, the Final Quarterly Value for that quarter is the Initial Quarterly Value for the immediately succeeding quarter regardless of the application of the quarterly cap. 2500 2300 2100 1900 1700 1500 1300 1100 900 Quarterly Capped Return Scenario C 6 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
Investment Benchmark The Bank has obtained all information regarding the Investment Benchmark contained in this Supplement from publicly-available information. That information reflects the policies of, and is subject to change by Standard & Poor s, the Investment Benchmark Sponsor. The Investment Benchmark Sponsor has no obligation to continue to publish, and may discontinue publication of, the Investment Benchmark. The consequences of the Investment Benchmark Sponsor discontinuing publication of the Investment Benchmark are described in the section entitled General Description of the MLCDs Discontinuance or Modification of an Investment Benchmark in the Disclosure Statement. The Bank does not assume any responsibility for the accuracy or completeness of any information relating to the Investment Benchmark. The S&P 500 Index The S&P 500 Index is intended to provide an indication of the pattern of the common stock price movement of companies with substantial market capitalizations. The calculation of the value of the S&P 500 Index is based on the relative value of the aggregate market value of the common stocks of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. Historical Closing Values of the S&P 500 Index Since its inception, the S&P 500 Index has experienced significant fluctuations. Any historical upward or downward trend in the value of the S&P 500 Index during any period shown below is not an indication that the value of the S&P 500 Index is more or less likely to increase or decrease at any time during the term of the MLCDs. The historical S&P 500 Index values do not give an indication of future performance of the S&P 500 Index. The Bank cannot assure you that the future performance of the S&P 500 Index or the constituent stocks of the S&P 500 Index will result in holders of the MLCDs receiving an amount greater than the outstanding face amount of the MLCDs on the maturity date. 7 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
The table below sets forth the quarterly high and low closing values, as well as end-of-quarter closing values, of the Investment Benchmark for each of the quarters from September 2003 to present. The Bank obtained the data in the table from Bloomberg, LP. Historical values of the Investment Benchmark should not be used as an indication of future performance. Quarter Ending Quarterly High Quarterly Low Quarterly Close Sep 03 1039.5800 965.4600 995.9700 Dec 03 1111.9200 1018.2200 1111.9200 Mar 04 1157.7600 1091.3300 1126.2100 Jun 04 1150.5700 1084.1000 1140.8400 Sep 04 1129.3000 1063.2300 1114.5800 Dec 04 1213.5500 1094.8100 1211.9200 Mar 05 1225.3100 1163.7500 1180.5900 Jun 05 1216.9600 1137.5000 1191.3300 Sep 05 1245.0400 1194.4400 1228.8100 Dec 05 1272.7400 1176.8400 1248.2900 Mar 06 1307.2500 1254.7800 1294.8300 Jun 06 1325.7600 1223.6900 1270.2000 Sep 06 1339.1500 1234.4900 1335.8500 Dec 06 1427.0900 1331.3200 1418.3000 Mar 07 1459.6800 1374.1200 1420.8600 Jun 07 1539.1800 1424.5500 1503.3500 Sep 07 1553.0800 1406.7000 1526.7500 Dec 07 1565.1500 1407.2200 1468.3600 Mar 08 1447.1600 1273.3700 1322.7000 Jun 08 1426.6300 1278.3800 1280.0000 Sep 08 1305.3200 1106.3900 1166.3600 Dec 08 1161.0600 752.4400 903.2500 Mar 09 934.7000 676.5300 797.8700 Jun 09 946.2100 811.0800 919.3200 Sep 09 1071.6600 879.1300 1057.0800 Dec 09 1127.7800 1025.2100 1115.1000 Mar 10 1174.1700 1056.7400 1169.4300 Jun 10 1217.2800 1030.7100 1030.7100 Sep 10 1148.6700 1022.5800 1141.2000 Dec 10 1259.7800 1137.0300 1257.6400 Mar 11 1343.0100 1256.8800 1325.8300 Jun 11 1363.6100 1265.4200 1320.6400 Sep 11 1353.2200 1119.4600 1131.4200 Dec 11 1285.0900 1099.2300 1257.6000 Mar 12 1416.5100 1277.0600 1408.4700 Jun 12 1419.0400 1278.0400 1362.1600 Sep 12 1465.7700 1334.7600 1440.6700 Dec 12 1461.4000 1353.3300 1426.1900 Mar 13 1569.1900 1457.1500 1569.1900 Jun 13 1669.1600 1541.6100 1606.2800 Sep 13 1725.5200 1614.0800 1681.5500 Sep 03 through Sep 13 1725.5200 676.5300 1681.5500 8 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
License Agreement The license agreement between the Bank and S&P requires that the following language be stated in this Supplement: "The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by [Licensee]. MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of their respective affiliates (collectively, S&P Dow Jones Indices ). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the MLCDs or any member of the public regarding the advisability of investing in securities generally or in MLCDs particularly or the ability of the S&P 500 Index to track general market performance. S&P Dow Jones Indices only relationship to Union Bank N.A. with respect to the S&P 500 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices or its licensors. The S&P 500 Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Union Bank N.A. or the MLCDs. S&P Dow Jones Indices have no obligation to take the needs of Union Bank N.A. or the owners of MLCDs into consideration in determining, composing or calculating the S&P 500 Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of MLCDs or the timing of the issuance or sale of MLCDs or in the determination or calculation of the equation by which MLCDs is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of MLCDs. There is no assurance that investment products based on the S&P 500 Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to MLCDs currently being issued by Union Bank N.A., but which may be similar to and competitive with MLCDs. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the S&P 500 Index. S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY UNION BANK N.A., OWNERS OF THE MLCD, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND UNION BANK, N.A., OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES. 9 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS To ensure compliance with Treasury Department Circular 230, you are hereby notified that (a) any discussion of United States federal tax issues in this Disclosure Supplement is not intended or written to be relied upon, and cannot be relied upon by you for the purpose of avoiding penalties that may be imposed on you under the Internal Revenue Code of 1986, as amended (the Code ), (b) this discussion is included herein by the Bank in connection with the promotion or marketing (within the meaning of Circular 230) by the Bank, UBIS and the Offering Brokers of the transactions or matters addressed in this Disclosure Supplement, and (c) you should seek advice based on your particular circumstances from an independent tax advisor. The following discussion supplements (and, to the extent inconsistent with, supersedes) and should be read in conjunction with the discussion in the attached Disclosure Statement under United States Federal Income Tax Considerations. For purposes of that discussion, the MLCDs are long-term MLCDs. The table below sets forth the following information with respect to each $1,000 principal amount of the MLCDs for each of the indicated accrual periods through the maturity dates of the MLCDs: the adjusted issue price at the beginning of the accrual period; the amount of interest deemed to have accrued during the accrual period; and the total amount of interest deemed to have accrued from the original issue date through the end of the accrual period. The table is based upon a projected payment schedule (including a comparable yield equal to 2.87% per annum (compounded annually)) that the Bank established for the MLCDs. The comparable yield will not be less than the applicable federal rate based on the overall maturity of the MLCD. The table reflects the expected issuance of the MLCDs on December 26, 2013 and the scheduled maturity date of December 26, 2018. The table also assumes that the MLCDs will not be withdrawn prior to maturity under the Survivor s Option or pursuant to an early redemption. The projected payment schedule consists of a single payment at maturity, which includes the principal amount and a projection for tax purposes of the Indexed Interest Amount. The Bank has determined that the projected payment schedule for each $1,000 principal amount of the MLCDs would consist of the payment on the maturity date of the principal amount of $1,000 and a projected Indexed Interest Amount of $152, for a total of $1,152.00. This information is provided solely for tax purposes, and the Bank makes no representations or predictions as to what the actual Indexed Interest Amount will be. Adjusted Issue Price at Beginning of Accrual Period Interest Deemed to Accrue on the MLCDs During the Accrual Period (1) Total Interest Deemed to Have Accrued from Original Issue Date as of End of Accrual Period Accrual Period December 26, 2013 to December 31, 2013 1,000.00 0.40 0.40 January 1, 2014 to December 31, 2014 1,000.40 28.71 29.11 January 1, 2015 to December 31, 2015 1,029.11 29.54 58.65 January 1, 2016 to December 31, 2016 1,058.65 30.38 89.03 January 1, 2017 to December 31, 2017 1,089.03 31.26 120.29 January 1, 2018 to December 26, 2018 1,120.29 31.71 152.00 (1) Represents the adjusted issue price at the beginning of the accrual period multiplied by the hypothetical comparable yield for the accrual period. Final Adjusted Issue Price = $1,152.00 per $1,000 principal amount of MLCDs. Upon payment at maturity, you will be required to adjust the income accrued pursuant to the projected payment schedule, upward or downward, to reflect the difference, if any, between the actual and projected amount of the maturity payment. You generally will treat any such gain as ordinary income and 10 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
any such loss as ordinary loss to the extent of previous income inclusions. All prospective investors in the MLCDs should consult their own tax advisors concerning the taxation of the MLCDs. Foreign Account Tax Compliance Act The withholding and reporting requirements discussed under Foreign Account Tax Compliance Act in the accompanying Disclosure Statement will generally apply to payments made after June 30, 2013. However, the withholding tax will not be imposed on payments pursuant to obligations outstanding on July 1, 2014. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing the legislation may be subject to different rules. Prospective purchasers of the MLCDs are urged to consult with their own tax advisors regarding the possible implication of this recently enacted legislation on their investment in the MLCDs. 11 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ( SPDJI ), and has been licensed for use by Union Bank, N.A. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Union Bank, N.A. Union Bank, N.A.'s MLCDs are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.
UNION BANK, N.A. Market-Linked Certificates of Deposit DISCLOSURE STATEMENT dated January 30, 2013 Union Bank, N.A. (the Bank ) may from time to time offer market-linked certificates of deposit ( MLCDs ) with maturities of at least seven calendar days. The returns on the MLCDs will be linked to one or more Investment Benchmarks, as described below. This Disclosure Statement contains the general terms and conditions that will apply to the MLCDs. The specific terms and conditions applicable to a particular MLCD offering will be described in greater detail in the applicable Disclosure Supplement ( Supplement ). In the event of any inconsistency between the Disclosure Statement and the Supplement, the terms of the Supplement will control. Payments on the MLCDs Unless otherwise specified in the Supplement and unlike traditional certificates of deposit and other debt instruments, the Bank will make a payment on the maturity date of the MLCDs (the Indexed Interest Amount ) that is related to changes in (i) the value or values of one or more indices based on the prices of securities, (ii) the exchange rates of one or more specified currencies or currency indices, (iii) the value or values of one or more commodities or commodity indices, (iv) the price or prices of the shares of one or more exchange traded funds ( ETFs ) based on any of the forgoing or on any other types of assets or (v) any other measure of economic or financial performance. With respect to each MLCD, the applicable assets or market measures are referred to as the Investment Benchmark. (For example, in the case of an MLCD linked to the price of shares of an ETF, the Investment Benchmark will be the relevant ETF.) The Supplement for the MLCDs will specify the applicable Investment Benchmark and how the Indexed Interest Amount will be calculated. The Indexed Interest Amount may be calculated based upon values observed on one or more dates that are close to the maturity date of the MLCDs, or periodically over the term of the MLCD, and may be subject to a cap. As a result, the payments received on the MLCD may be substantially less than any change in the value of the Investment Benchmark, and these features may generally negatively affect your investment return. In addition, if the Supplement does not provide for a Minimum Indexed Interest Amount, as defined below, you may receive no interest payment or return of any kind on your MLCDs, other than the repayment of the Deposit Amount (as defined below). If the MLCD is held to maturity, the Bank will pay no less than the full Deposit Amount. Liquidity Although the Bank or its affiliates may purchase the MLCDs from you in the secondary market, they are not obligated to do so. The Bank and its affiliates are not obligated to, and do not intend to, make a market for the MLCDs. There is no assurance that a secondary market for the MLCDs will develop or, if it develops, that it will continue. Consequently, you may not be able to sell your MLCDs readily or at prices that will enable you to realize your desired yield. Only MLCDs held to maturity or MLCDs that are subject to a permitted early withdrawal in the event of the death or adjudicated incompetence of a beneficial owner of the MLCD will be entitled to the return of the full Deposit Amount. If you sell your MLCDs prior to maturity, you may receive less than the full amount of your Deposit Amount. The MLCDs are designed to be held to maturity, and funds that you need prior to maturity should not be invested in MLCDs. Deposit Insurance The MLCDs are deposit obligations of the Bank, the deposits and accounts of which are insured by the Federal Deposit Insurance Corporation (the FDIC ) up to certain statutory limits and in accordance with certain limitations and restrictions. The Deposit Insurance section below contains a general description of the federal deposit insurance limitations and restrictions as applied to the MLCDs. The amount of deposit insurance available to you for MLCDs you purchase will depend on a number of factors, including the capacity in which you hold the MLCDs and whether you hold any other deposits at the Bank in the same capacity. A depositor purchasing a principal amount of MLCDs that is in excess of the described limits or which, together with other deposits that it maintains at the Bank in the same ownership capacity, is in excess of such limits should not rely on the availability of deposit insurance with respect to such excess. To the extent you maintain deposits with the Bank in excess of the FDIC limits, you are relying solely on the Bank s ability to pay the principal amount of the MLCD. You are responsible for monitoring the total amount of deposits that you hold at the Bank in the same ownership capacity in order to determine the extent of FDIC insurance coverage available to you on the MLCDs. In addition, the FDIC has taken the position that any Indexed Interest Amount and Minimum Indexed Interest Amount (until such amounts are contractually accrued on the books and records of the Bank) and any secondary market premium paid by a depositor above the principal amount of the MLCDs are not insured by the FDIC. Therefore, you are relying solely on the Bank s ability to pay the Indexed Interest Amount and Minimum Indexed Interest Amount, if any, until such time as such amounts are contractually accrued on the books and records of the Bank. See Deposit Insurance herein. Survivor s Option If so specified in the Supplement, withdrawals will be permitted prior to the maturity date in the event of the death or adjudicated incompetence of the beneficial owner of the MLCD. This right is called a Survivor s Option and upon the valid election of this right, the Bank will repay 100% of the principal amount of the MLCD; however, the Bank will not pay any Indexed Interest Amount or Minimum Indexed Interest Amount. See Survivor s Option herein. Tax Treatment Most United States holders of the MLCDs, other than those purchasing the MLCDs through a tax advantaged retirement account (such as an IRA), are subject to tax rules requiring them to include in their taxable income during each tax year in which the MLCDs are outstanding imputed interest income on the MLCDs even though interest, if any, may not be paid on the MLCDs until maturity. See United States Federal Income Tax Considerations herein. Risk Factors In making an investment decision, investors must rely on their own examination of the Bank and the terms of the offering, including the merits and risks involved. You should reach an investment decision only after carefully considering, together with your financial, legal and tax advisors, the suitability of an investment in an MLCD in light of your financial circumstances. You will be subject to risks, including risks not associated with conventional fixed-rate or floating-rate certificates of deposit or debt instruments. See Risk Factors herein and Risks and Considerations in the applicable Supplement for more information on the risks associated with the MLCDs. MLCDs Are Obligations of the Bank The MLCDs are obligations solely of the Bank, and are not obligations of and are not guaranteed by UnionBanCal Corporation, UnionBanc Investment Services, LLC ( UBIS ) or any other affiliate or subsidiary of the bank. The MLCDs are not, and will not be, registered under the Securities Act of 1933, as amended, and are not required to be so registered. The MLCDs have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Disclosure Statement or any Supplement. Any representation to the contrary is a criminal offense. Offering Brokers The MLCDs will be made available through UBIS and may be made available through certain other brokers (together, the Offering Brokers ). UBIS is a registered broker-dealer, investment advisor, member FINRA/SIPC, and a subsidiary of the Bank. Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 1
TABLE OF CONTENTS Page Summary... 3 Risk Factors... 4 General Description of the MLCDs... 10 Union Bank, N.A.... 10 Payments on the MLCDs... 10 Additions and Withdrawals... 10 Early Redemption and Early Redemption Penalty... 10 Survivor s Option... 11 Information with Respect to the Investment Benchmark... 12 Market Disruption Events... 12 Discontinuance or Modification of an Investment Benchmark Other than an ETF... 13 Anti-dilution Adjustments and Liquidation Events Relating to an ETF; Alternate Calculation... 13 Minimum Denominations... 13 The Calculation Agent... 13 Fees and Hedging... 14 Purchasing an MLCD... 14 Evidence of the Deposits... 14 Deposit Insurance... 15 General... 15 Payments Under Adverse Circumstances... 16 United States Federal Income Tax Considerations... 18 General... 18 U.S. Holders... 19 MLCDs with Stated Maturities of One Year or Less ( short-term MLCDs )... 19 MLCDs with Stated Maturities of More Than One Year ( long-term MLCDs )... 19 Additional Medicare Tax... 20 Comparison with Conventional Certificates of Deposit... 20 Non-U.S. Holders... 20 Backup Withholding and Reporting... 21 New U.S. Withholding Legislation... 21 Union Bank, N.A. Market Linked Certificates of Deposit Disclosure Statement 2